Term Sheet — Thursday, February 12

For the uninitiated, Jet is the company launched by Marc Lore, who co-founded Quidsi (a.k.a. Diapers.com), which eventually was acquired by Amazon for $545 million after a pricing battle that could best be described as anti-competitive. But Lore's drive appears to be less about spite and more about transforming the retail industry, which he doesn't believe has experienced much fundamental innovation in the past two decades. Specifically, the new company will use a membership-based, real-time trading platform to provide deeper discounts than are currently available online, and steer users toward a 'smart cart' experience rather than impulse buys.

But back to the financing: There are several reports out there that the deal was done at a $450 million pre-money valuation. One you add in the $140 million of capital, that would mean Jet is worth more on paper as a pre-launch/pre-revenue startup than was Quidsi at the time it was purchased by Amazon.

That's only sort of accurate. Here are some notes on the deal's structure, according to multiple sources:

1. $125 million of the deal is structured as a capped convertible bridge note, with valuation discounts tied to the eventual Series B round. That $450 million pre-money valuation is the highest valuation the round can have, and only would be achieved if the Series B pre-money begins to approach $1 billion (it's not quite a unicorn requirement, but I'm told it's "close"). If the Series B pre-money were to be around $600 million, however, the bridge pre-money valuation would fall to only $300 million.

2. The other $15 million is venture debt, including $10 million from Silicon Valley Bank.

3. In addition to the listed investors, Jet says there are several undisclosed "strategic" investors. My understanding is that they come from the retail and e-commerce worlds.

4. This may be the first-ever pre-revenue startup investment by Goldman Sachs, which at one time at talked to Lore about working on an IPO for Quidsi.

5. I spoke briefly with Lore this morning. He didn't want to talk deal structure, but he did make a comment on Jet theoretically being worth more pre-launch than was Quidi when it was purchased by Amazon: "I would trade the stock I had in Quidsi at the time of acquisition by Amazon for the stock I have in Jet today," he said.

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THE BIG DEAL

•  Jet, an e-commerce platform set to emerge from beta this spring, has raised $140 million in new funding.

Bain Capital Ventures led the round, and was joined by Accel Partners, Coatue Management, General Catalyst Partners, Goldman Sachs, Google Ventures, MentorTech Ventures, New Enterprise Associates, Norwest Venture Partners, Silicon Valley Bank, Temasek and Thrive Capital. www.jet.com

VENTURE CAPITAL DEALS

• Cidara Therapeutics Inc., a San Diego-based developer of immunotherapies to treat fungal and other infections, has raised $42 million in Series B funding. No investor information was disclosed. Existing shareholders include 5AM Ventures, Aisling Capital, Frazier Healthcare and InterWest Partners. www.cidara.com

• Metaps Inc., a Tokyo-based app monetization platform, has raised $36 million in Series C funding. No investors were identified, save for that they include a Silicon Valley venture firm and Japanese backers. www.metaps.com

• Practo, an Indian search portal that matches physicians with patients, has raised $30 million in Series B funding. Sequoia Capital led the round, and was joined by Matrix Partners. Read more.

• Conductor Inc., a New York-based provider of marketing software, has raised $27 million in Series D funding. Catalyst Investors led the round, and was joned by Blue Cloud Ventures and return backers FirstMark Capital, Matrix Partners and Investor Growth Capital. Read more.

• Laurel & Wolf, a Los Angeles-based online platform for interior design, has raised $4.4 million in Series A funding. CRV led the round, and was joined by Karlin Ventures, Upside Partnership and Draper & Associates. www.laurelandwolf.com

• Saguna Networks, an Israel-based company focused on improving the speed and economics of mobile broadband, has raised an undisclosed amount of VC funding from SoftBank Ventures Korea Corp. and Akamai Technologies. www.saguna.net

PRIVATE EQUITY DEALS

• Actis has agreed to invest up to $230 million to form an Indian renewable energy platform called Ostro Energy. Its initial project will be a 50.4MW wind project in the Jaisalmer district of Rajasthan, which already is under construction. www.act.is

• American Industrial Partners has agreed to acquire the fasteners business of Anixter International Inc. (NYSE: AXE) for $380 million in cash. The group makes and distributes fasteners for customers in the heavy truck, power train, luxury automotive, agriculture, construction and recreational vehicle verticals. www.anixter.com

• Clearlake Capital Group has agreed to acquire FrontRange Solutions Inc., a Milpitas, Calif.-based provider of hybrid IT service management and endpoint management solutions. No financial terms were disclosed. Clearlake also said that it will merge FrontRange Solutions with existing portfolio company Luimension, in order to form a new company called Heat Software. www.frontrange.com

• Fosun International has prevailed in its protracted tender offer for French holiday group Club Méditerranée, which valued Club Med at €939 million. Read more.

• LSO, a portfolio company of Eagle Merchant Partners, has acquired Express Courier International, a Franklin, Tenn.–based same-day carrier in the Southeast and Mid-South regions, from The Riverside Company. No financial terms were disclosed. www.expresscourier.net

• Ronnoco Coffee LLC, a St. Louis-based portfolio company of Huron Capital Partners, has acquired the assets of U.S. Roasterie Inc., a Des Moines, Iowa-based a private-label manufacturer of coffee sold into the office, foodservice and convenience store channels. No financial terms were disclosed. www.ronnoco.com

IPOs

• Inovalon Holdings, a Bowie, Md.-based provider of healthcare data analytics, raised $600 million in its IPO. The company priced 22.2 million shares at $27 per share (above $21-$24 range), for an initial market cap of approximately $3.9 billion. It will trade on the Nasdaq under ticker symbol INOV, while Goldman Sachs was listed as left-lead underwriter (9 total banks). The company reports $52 million of net income on $272 million in revenue for the first nine months of 2014, compared to $27 million of net income on $231 million in revenue for the year-earlier period. www.inovalon.com

• Klox Technologies Inc., a Québec-based drug company focused on developing treatments for skin and soft tissue disorders, has filed for a $75 million IPO. It plans to trade on the Nasdaq under ticker symbol KLOX, with UBS serving as lead underwriter. www.kloxtechnologies.com

EXITS

• Twitter (NYSE: TWTR) has acquired Niche, a start-up that helps land endorsement deals for emerging celebrities on the service. The deal is said to be worth between $40 million and $50 million. Niche had raised more than $3 million in VC funding from firms like BoxGroup, SoftTech VC, Slow Ventures, WME and Lerer Hippeau Ventures. Read more.

OTHER DEALS

• Buildium, a Boston-based provider of management software provider, has acquired All Property Management, a provider of online marketing service for property managers. No financial terms were disclosed. www.buildium.com

• Expedia (Nasdaq: EXPE) has agreed to acquire rival travel search site Orbitz (NYSE: OWW) for around $1.33 billion. The $12 per share deal represents a premium of nearly 25% to yesterday’s closing price for Orbitz shares. Read more.

• Guidepoint, a New York–based global research services firm, has acquired Innosquared, a Germany-based expert network. No financial terms were disclosed. www.guidepointglobal.com

• Hewlett-Packard Co. (NYSE: HPQ) is seeking buyers for a 51% stake in its Chinese networking unit, according to Bloomberg. The deal could be worth more than $2.5 billion, with suitors expected to include Citic Capital Partners, China Electronics Corp., CDH Investments and RT Capital. Read more.

• LivingSocial has sold its last remaining non-English language business, Let’s Bonus, to the unit’s CEO and CFO (Juan Luis Rico and Joan Pina), according to TechCrunch. No financial terms were disclosed. Lets Bonus has operations in Spain, Portugal, Italy and Chile. Read more.

• Transaction Advisors, a Chicago-based trade journal publisher, has acquired London-based TelecomFinance and SatelliteFinance, including their affiliated websites and conference business. No financial terms were disclosed. www.transactionadvisors.com

FIRMS & FUNDS

• Emergence Capital Partners, a Silicon Valley VC firm focused on enterprise cloud companies, has closed its fourth fund with $335 million in capital commitments. www.emcap.com

• QIC has held a $528 million first close on a global infrastructure private equity fund from four undisclosed institutional investors. www.qic.com.au

MOVING IN, UP, ON & OUT

• Bain Capital Ventures has promoted Indranil Guha to partner. Guha joined the firm in 2007, and focuses on early and growth-stage SaaS companies. BCV also said that it will open a new office in San Francisco, to complement existing offices in Boston, New York and Palo Alto. www.baincapitalventures.com

• Goldman Sachs has named Alison Mass and Alasdair Warren as global co-heads of its global financial sponsors group, according to the WSJ. Mass joined Goldman in 2001, and had been serving as co-head of financial sponsors in the Americas. Warren had joined in 2005, and has been leading EMEA financial sponsors. Read more.

• Lincoln International, a mid-market investment bank, has promoted four staffers to managing director: Teresa Clegg (London), Gaurav Marathe (Mumbai), Scott Twibell (New York) and Sam Valenzisi (Chicago). www.lincolninternational.com

• Vipul Shah and Michael Novoseller have joined the direct lending platform of Arrowpoint Partners. Both were previously with Brightwood Capital. www.ap-am.com

• Nigel Walder has agreed to join Bain Capital, according to Reuters. He had been with J.P. Morgan as a managing director in the bank’s EMEA high-yield and loan capital markets group. www.baincapital.com

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